CORPORATIONS. 659

as such until their successors are duly chosen and qualified; (g) the amount
of authorized capital stock of each consolidating corporation and the total
amount of authorized capital stock of the new corporation and the number
and par value of the shares; (h) the total amount of capital stock of the
new corporation to be issued for stock of the consolidating corporations;
(i) the restrictions, if any, imposed upon the transfer of the shares or of
any of them; (j) if the capital stock is classified, the amount, par value,
preferences, restrictions and qualifications of each class, specifying the
amount of each class authorized and the amount of each class to be issued
for stock of the consolidating corporations; (k) the manner of converting
the capital stock of each of the consolidating corporations into stock of the
new corporation; (l) all such other provisions and details which shall be
deemed necessary to perfect the consolidation. The agreement of consoli-
dation may also contain any amendment or amendments which may be de-
sired, but if such amendment or amendments be made therein, the agree-
ment of consolidation shall contain all the matters and things required to
be stated in articles of amendment when such amendment or amendments
is or are under the provisions of Sections 28 to 32, inclusive, of this Article;
and no amendment not authorized by said sections may be made, but this
provision shall not prevent the issuance of an amount of stock of the new
corporation greater or less than the stock of the consolidating corporations
for which it is exchanged. The agreement of consolidation shall first be
submitted to the boards of directors of the consolidating corporations which
shall pass resolutions declaring that such consolidation is advisable and
calling separate meetings of the stockholders of the respective consolidating
corporations to take action thereon. The meeting of the stockholders shall
be duly warned in the manner provided in Section 19 of this Article. If
said agreement of consolidation be approved by the affirmative vote of two-
thirds of all of the shares (or, if two or more classes of shares have been
issued, of two-thirds of each class), outstanding and entitled to vote, of
each consolidating corporation at such separate meetings, it shall be signed
and acknowledged in the names of the respective consolidating corporations
on behalf thereof by their respective presidents or vice-presidents with their
respective corporate seals attached, attested by their respective secretaries
or assistant secretaries. There shall be attached to said agreement of con-
solidation the affidavits of the chairman or the secretaries of the respective
stockholders' meetings that the 'same was duly advised by the boards of
directors and approved by the stockholders of their respective corporations.
Said agreement of consolidation, together with a copy thereof, shall be de-
livered to the State Tax Commission, which, upon the payment, and not
before, of the recording fees for which provision is hereinafter made, and
upon the payment, and not before, of the bonus tax prescribed by law, if any
payable, as in the case of a certificate of incorporation, shall receive the
same for record and endorse thereon the date and time of such receipt and
promptly record the same as in the case of a certificate of incorporation.
After such recording the State Tax Commission shall transmit the copy
of such agreement of consolidation, duly certified by it, to the Clerk of the
Circuit or Superior Court (according to the location of the principal office